UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) April 26, 1999
INTELECT COMMUNICATIONS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-11630 76-0471342
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1100 Executive Drive, Richardson, Texas 75081
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972) 367-2100
N/A
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
Intelect Communications, Inc. (the "Company") announced the completion of
a closing on April 22, 1999 of a private placement of its preferred stock
designated as the Series E Convertible Preferred Stock (the "Series E Preferred
Stock") and warrants to purchase common stock of the Company, with certain funds
managed by the Promethean Investment Group, L.L.C. ("Promethean") and Angelo,
Gordon & Co., L.P. ("Angelo, Gordon"). At the closing, the Company received
gross proceeds of $3 million for the issuance of 3,000 shares of the Series E
Preferred Stock. The closing was the mandatory closing which took place pursuant
to a Securities Purchase Agreement. The Company closed its initial closing of
the Series E Preferred Stock on March 5, 1999, as previously disclosed in the
Form 8-K of the Company filed on March 8, 1999. The material terms of the Series
E Preferred Stock and the warrants are more fully set forth in the Form 8-K of
the Company filed effective March 2, 1999 (the "March 2 Form 8-K"). The
operative transaction documents, which are a Securities Purchase Agreement,
Registration Rights Agreement, Certificate of Designations, and a Form of
Warrant, have also been filed as exhibits to the March 2 Form 8-K. The
disclosure herein is qualified by reference to the March 2 Form 8-K and the full
text of the operative transaction documents filed as exhibits to such Form 8-K.
The Company has announced that it is discontinuing indefinitely
conversions of its outstanding shares of Series C Convertible Preferred Stock
(the "Series C Preferred Stock"), the Series D Convertible Preferred Stock (the
"Series D Preferred Stock"), and the Series E Preferred Stock. The Company
believes, among other things, that the purchasers of the Series C and Series D
Preferred Stock have violated representations and warranties which they made to
the Company regarding their investment purpose and intent, and as a result, is
discontinuing for an indefinite period effecting any further conversions of such
shares. The purchasers of the Series E Preferred Stock made the same
representations to the Company regarding their investment purpose and intent as
the purchasers of the Series C and D Preferred Stock. Accordingly, should any
shares of Series E Preferred Stock be submitted for conversion, the Company will
not effect any conversions of such shares for an indefinite period of time.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business to Be Acquired: N/A
(b) Pro Forma Financial Information of the Business to Be Acquired: N/A
(c) Exhibits: None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTELECT COMMUNICATIONS, INC.
(Registrant)
Date: April 26, 1999 By: /s/ HERMAN M. FRIETSCH
(Signature)
Herman M. Frietsch
Chairman of the Board
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